Triangle's Indemnification Sample Clauses
The Triangle's Indemnification clause requires one party, typically Triangle, to compensate the other party for losses, damages, or liabilities arising from specific actions or omissions. In practice, this means that if Triangle's conduct causes a third-party claim or results in financial harm to the other party, Triangle is responsible for covering those costs, including legal fees or settlements. This clause serves to allocate risk by ensuring that the party responsible for certain actions bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
Triangle's Indemnification. Subject to compliance by the Indemnitees with the provisions set forth in Section 12.3, Triangle shall defend, indemnify, and hold harmless the Indemnitees, from and against any and all claims, demands, losses, liabilities, expenses, and damages including investigative costs, court costs and reasonable attorneys’ fees (collectively, the “Liabilities”) which Indemnitees may suffer, pay, or incur as a result of or in connection with: (a) any and all personal injury (including death) and property damage caused or contributed to, in whole or in part, by manufacture, testing, design, use, sale, or labeling of any Licensed Products or the practice of the Bukwang Patents or Bukwang Know-How by Triangle or Triangle’s Affiliates or sublicensees, excluding any Liabilities arising as a result of Bukwang’s or, if applicable, its subcontractor’s negligence, intentional misconduct or breach of contract in supplying Bulk Drug Substance (it being acknowledged by Triangle that neither Bukwang nor any Bukwang subcontractor currently intends to supply any Bulk Drug Substance to Triangle and in the event Triangle acquires any Bulk Drug Substance from [BUKWANG REDACTED], such acquisition will be pursuant to a direct contract); and (b) any breach by Triangle of its representations, warranties and covenants contained in this Agreement. Triangle’s obligations under this Article shall survive the expiration or termination of this Agreement for any reason.
Triangle's Indemnification. Subject to compliance by the Indemnitees with their obligations set forth in Section 11.4, Triangle shall indemnify and hold the Indemnitees harmless from and against any and all Liabilities which Indemnitees may suffer, pay or incur as a result of or in connection with: (a) any and all personal injury (including death) and property damage caused or contributed to, in whole or in part, by the manufacture, testing, design, use, labeling, sale, distribution, promotion of any Licensed Products by Triangle or Triangle's Affiliates or Sublicensees, (b) any breach by Triangle of its representations, warranties and covenants contained in this Agreement. Triangle's obligations under this Article shall survive expiration or termination of this Agreement for any reason. Any provision of this Article 11 to the contrary notwithstanding, with respect to any claim for indemnification made by any Indemnitee under subsection (a) above involving the co-administration of a Licensed Product and one or more products marketed, sold, promoted or distributed by GW, Triangle shall have no obligations or liabilities to GW and its Affiliates under this Article 11 unless and until (and only to the extent) that there is a judicial determination (unappealable or unappealed within the time allowed for appeal) or agreement between the Indemnitee and Triangle that the liabilities for which indemnification is being sought were caused by, or contributed to, by the manufacture, testing, design, use, labeling, sale, distribution or promotion of any Licensed Products by Triangle or its Affiliates or Sublicensees.
Triangle's Indemnification. Subject to compliance by the Indemnitees with the provisions set forth in Section 14.3, Triangle shall defend, indemnify, and hold harmless the Indemnitees, from and against any and all claims, demands, losses, liabilities, expenses, and damages including investigative costs, court costs and reasonable attorneys' fees (collectively, the "Liabilities") which Indemnitees may suffer, pay, or incur as a result of or in connection with: (a) any and all personal injury (including death) and property damage caused or contributed to, in whole or in part, by manufacture, testing, design, use, sale, or labeling of any Licensed Products or the practice of the Dynavax Patents or Dynavax Know-How by Triangle or Triangle's Affiliates or sublicensees, excluding any Liabilities arising as a result of Dynavax' or, if applicable, its subcontractor's negligence, intentional misconduct or breach of contract in supplying Finished Drug Substance or Dynavax' breach of its representations and warranties and covenants under this Agreement; and (b) any breach by Triangle of its representations, warranties and covenants contained in this Agreement. Triangle's obligations under this Article shall survive the expiration or termination of this Agreement for any reason.